General sales and delivery terms
On products for business customers:
Application. The general sales and delivery terms ("Terms") apply to all agreements concerning the sale and delivery of Feel Good Company ApS', CVR no. 37372099 ("Company") products to business customers.
Contractual basis. Together with Company Prices on the Wholesale channel, Price List, or in some cases, a quote and purchase order, the Terms make up the total contractual basis for the Company's sale and delivery of products to the customer ("Contractual basis") The Customer's purchase terms printed on orders, or communicated to the Company in any other way, does not form part of the Contractual basis.
Changes and supplements. Changes and supplements to the Contractual basis will only apply upon written agreement between the parties. Changes to these general terms of sale and delivery are solely at the discretion of the Company with two weeks' notice.
Products. Products sold and delivered by the Company to the Customer, are new and comply with Danish law at the time of delivery.
Limitation of liability. Products that are sold and delivered by the Company to the Customer, are regarded as retail goods or consumer goods in the country/countries agreed upon in writing between the parties. Regardless of any conflicting terms in the Contractual basis, the company is in no way responsible for loss or damage attributable to use for purposes other than intended, or for use outside the agreed countries. The Customer shall indemnify the Company against any loss or damage the Company may incur in this regard.
Price and payment
Price. The price of products are in accordance with Company's current price list at the time of the Company confirming the Customer's order, unless otherwise agreed in writing between the parties. All prices are exclusive of VAT exept for prices on the wholesale webpages that are shown inclusive VAT. Changes to the price list are subject to two weeks' notice.
Payment. The Customer shall pay all invoices for products within 8 days net, unless otherwise agreed in writing between the parties.
Interest. If, for reasons outside the responsibility of the Company, the Customer should fail to pay an invoice for products, the Company is entitled to charge interest on overdue payments of 8% per month from the time the payment fell due until payment is made.
Termination. Should the Customer fail to pay an invoice within 14 days, at the latest, of having received a written payment demand from the Company, the Company is, apart from charging interest on overdue payments c.f. point 0, entitled to: (i) terminate the sale of products that have not yet been delivered to the Customer, or demand advance payment thereof, and/or (ii) impose other delinquency measures.
Quotes, orders and order confirmations
Quotes. The Company's quotes are valid for 10 days from the date of the quote, unless otherwise stipulated in the quote. Accepted quotes received by the Customer after the acceptance deadline are not deemed binding for the Company, unless otherwise advised by the Company.
Orders. Orders for products shall be in writing and submitted to the Company via email to firstname.lastname@example.org. An order shall contain the following information for each product ordered: (i) order number, (ii) product number, (iii) product description, (iv) quantity, (v) price, (vi) desired delivery date, and (vii) delivery address.
Order confirmations. The Company strives to confirm or reject product orders by writing to the Customer, via email within 5 days, at the latest, of receiving the order. Orders shall be confirmed or rejected in writing in order for them to be binding for the Customer.
Change of order. The Customer is not entitled to change an order for products without the Company's written acceptance of such.
Conflicting terms. Should the Company's order confirmation not agree with the Customer's order or with the Contractual basis, and if the Customer does not wish to accept the conflicting terms, the Customer shall inform the Company of this in writing within 2 business days, at the latest, of receiving the order confirmation. Failure to do so will render the order confirmation legally binding.
Delivery terms. The Company shall deliver all sold products in accordance with the written agreement between the parties.
Delivery time. The Company delivers all sold products at the time stated in the Company's order confirmation. The Company is entitled to deliver earlier than the agreed delivery time, unless otherwise agreed between the parties.
Inspection. The Customer shall inspect all products upon delivery. Should the Customer discover faults or defects that the Customer wishes to issue a claim on, the Company must be notified in writing immediately. In the case where a fault or defect discovered by the Customer, or should have been discovered by the Customer, is not immediately notified in writing to the Company, it will not be possible to submit a claim later.
Notice. Where the Company expects a delay in the delivery of products, the Company informs the Customer of this, and at the same time provides the reason for the delay along with a new expected delivery time.
Termination. Should the Company fail to deliver products, at the latest within 5 days of the agreed delivery time, for reasons out of the Customer's control, and where delivery is not made within a reasonable deadline of at least 2 days, the Customer is entitled to, without notice, terminate the order/orders affected by the delay, by informing the Company in writing. The Customer has no further rights or entitlements in the event of delayed delivery.
Guarantee. The Company guarantees that, at the time of delivery, the products are free of material fault or defect in design, materials and execution. The products are not covered by any guarantees once delivery has taken place.
Notice. Should the Customer, upon delivery, discover a fault or defect that it wishes to issue a claim on, the Customer shall immediately notify the Company of this in writing. In the case where a fault or defect discovered by the Customer, or should have been discovered by the Customer, is not immediately notified in writing to the Company, it will not be possible to submit a claim later. The Customer shall provide the Company with the information requested in cases of notice of fault or defect.
Investigation. Within reasonable time of the Company receiving notice of fault or defect from the Customer and after investigation of the claim, the Company shall inform the Customer about whether or not the fault or defect is covered by the guarantee. The Customer shall upon request hand over defective products to the Company. The Customer is liable for costs and risks associated with the parts during transport to the Company. The Company is liable for the costs and risks associated with delivery, during transport to the Customer, if the fault or defect is covered by the guarantee.
Corrective measures. Within reasonable time of the Company informing the customer in accordance with point 9.2 that a fault or defect is covered by the guarantee, the Company shall institute corrective action for the fault or defect by: (i) delivering the defective products.
Termination. Should the Company fail to correct a fault or defect covered by a guarantee within reasonable time of informing the Customer, in accordance with point 9.3, of the cause, and where it is not the liability of the Customer, and the fault is not corrected within a reasonable deadline of 14 days, the Customer may, without notice, terminate the order/orders affected by the fault or defect by informing the Company in writing. The Customer has no further rights or entitlements in the event of faulty or defective products that those contained in point 0.
Product liability. The Company has product liability as regards delivered products, to the extent that such liability follows from mandatory law. The Customer shall indemnify the Company from any product liability in excess of this that the Company may incur.
Limitation of liability. Regardless of any conflicting terms in the Contractual basis, the Company's liability to the Customer may not exceed the value of the single delivery that has given rise to the claim against the Company. Limitation of liability does not extend to intentional acts, or acts of gross negligence on the part of the Company.
Indirect losses. Regardless of any conflicting terms in the Contractual basis, the Company shall not be held liable by the Customer for indirect losses, including loss on sales, profits, time or goodwill, unless such has been caused by acts of intent or gross negligence.
Force majeure. Regardless of any conflicting terms in the Contractual basis, the Company shall not be held liable by the Customer for failure to fulfil its commitments due to force majeure. Freedom from liability shall exist as long as force majeure exists. Force majeure is taken to mean conditions outside the Company's control, and which the Company could not have foreseen at the time of signing the contract. Examples of force majeure include extraordinary natural circumstances, war, terror, fires, floods, vandalism and labour disputes.
Property rights. The rights to all intellectual property concerning products, including recipes, patents, design, brands and copyright are the full and complete property of the Company.
Violations. Should the delivered products in any way violate the intellectual property rights of a third party, the Company shall for its own cost: (i) secure the rights of Customer to continue to use the product in question, so that the violation ceases, (ii) change the products in question so that they no longer are in violation, (iii) replace the products in question with products that are not in violation, or (iv) buy back the products in question at the original net purchase price. The Customer has no further rights or entitlements in the event of product's in violation of a third party's intellectual property rights.
Protection. The Customer may not unduly obtain, or attempt to obtain, knowledge of or disposal of Company secrets as described in point 0. The Customer shall treat and store data securely to prevent them from accidental access by unauthorised parties.
Duration. The Customer's commitments under point. 0-0 remain applicable for the duration of trading between the parties' trade, and with no time limit after trading ceases, regardless of the reason for termination.
Applicable law and jurisdiction
Jurisdiction. All disputes that may arise from trade between the parties shall be resolved by arbitration in the Danish Institute of Arbitration.